A follow-up study was conducted of seven children of severely affectively-ill parents. The children had been studied in infancy. One parent in each of the families was a bipolar depressed patient; in five of these families, the other parent had a diagnosis of unipolar depression, a sixth was substance abusing. At 1 1/2 years the children had insecure attachment relationships with their mo- thers, problems in regulation of affect, and disturbances in empathy and aggression. Psychological and psychiatric assessments of the children were conducted at 5 and at 6 years to determine whether problems identified earlier were transitory or persistent and whether other disturbances had developed. On the follow-up, the provand children differed from a control group on many dimensions of functioning. In a psychiatric interview, they reported more fears, depressive feelings and distortions in self-image. Their mothers reported a high incidence of externalizing, as well as internalizing symptoms in the children. Deficits in empathy and non-assertive strategies for resolving conflicts also were identified.